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                              December 31, 2020

       Herald Chen
       President & Chief Financial Officer
       Applovin Corporation
       1100 Page Mill Road
       Palo Alto, California 94304

                                                        Re: Applovin
Corporation
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
7, 2020
                                                            CIK No. 0001751008

       Dear Mr. Chen:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 Confidentially Submitted on
December 7, 2020

       Prospectus Summary, page 2

   1.                                                   Include the basis for
your estimate "that a year after joining our portfolio, acquired Apps
                                                        have increased their
quarterly revenue over 100% on average.
       Dilution, page 65

   2.                                                   Please clarify that
there was a net tangible deficit, not book value, at December 31, 2019.
 Herald Chen
FirstName LastNameHerald Chen
Applovin Corporation
Comapany31,
December  NameApplovin
              2020        Corporation
December
Page 2    31, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Business Model
Business Revenue, page 72

3.       We note on page 72 that you derive revenue from business clients that
purchase
         advertising inventory and you are able to grow your Business Revenue
by improving your
         Software, adding more Apps and increasing engagement on existing Apps.
Please discuss
         the changes in revenues due to each of these reasons for the periods
presented.
4.       We also note that you record Software revenue typically on a
performance-based, cost-
         per-install basis and MAX revenue as a percentage of client spend.
Please expand the
         discussion of Business Revenue to quantify the changes in revenue from
period to period
         from each of these sources due to changes in price and changes in
volume. Please see
         Financial Reporting Codification Section 501.04 for guidance. Metrics
such as RPEC can
         be used to support your analysis but should not replace a discussion
of price and volume
         changes from period to period.
Consumer Revenue, page 73

5.       Refer to your Risk Factor disclosure on page 47 in which you state
that the accounting for
         revenue derived from free-to-play mobile games, particularly with
regard to revenue
         generated from digital storefronts, is still evolving and, in some
cases, uncertain. Please
         expand your discussion of Consumer Revenue to address current issues
regarding revenue
         generated from digital storefronts, clarifying your accounting policy
and the impact of any
         changes that may evolve.
6.       Please expand the discussion of changes in Consumer Revenues to
quantify the changes in
         revenue due to increases in the per-transaction price of digital goods
and the number of
         digital goods transactions during the periods presented. Metrics such
as MAPs and
         ARPMAP should support your discussion of changes in revenues rather
than being used
         as the sole measures of changes in revenues.
Key Metrics
Monthly Active Payers, page 74

7.       We note that you state that until July 2020, you did not retain MAP
information. Please
         tell us whether this information can be derived from your revenue
recognition transactions
         and if so, why you have chosen not to disclose this metric prior to
July 2020, as you
         believe the metric is important for investors. If you cannot derive
MAP information from
         your revenue recognition transactions, please tell us what information
you utilize to
         determine that an individual revenue transaction has occurred from a
unique mobile
         device.
 Herald Chen
FirstName LastNameHerald Chen
Applovin Corporation
Comapany31,
December  NameApplovin
              2020        Corporation
December
Page 3    31, 2020 Page 3
FirstName LastName
Results of Operations
Extinguishment of acquisition-related contingent consideration, page 83

8.       Please expand the discussion to clarify the reason that this gain was
recognized for the
         amendment of earn-out payments rather than recording the change as a
purchase price
         adjustment, i.e. disclose the timing of the acquisition and the timing
of the amendment and
         the reason for accounting for the amendment.
Business, page 99

9.       Please revise to include your basis for the following estimates:
                For example, PeopleFun was acquired in March 2018 and after a
year, we estimate
             PeopleFun had increased its quarterly revenue by over five times
and monthly installs
             on AppDiscovery by nearly seven times.    (See page 99).
                Similarly, in November 2019, we acquired Clipwire Games, which
was not a
             business client. After its first year using our Software, we
estimate Clipwire Games
             increased its quarterly revenue by four times and monthly installs
on AppDiscovery
             from zero to 254,000.    (See page 100).
Financial Statements - Applovin Corporation
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Revenue from Contracts with Customers, page F-10

10.      Refer to your disclosure of Risk Factors on page 29. We note that you
may offer
         discounts for virtual items and give away virtual items, which may
impact the perceived
         value of the virtual items. Please expand your accounting policies
revenue recognition
         and impairment to address these discounts and giveaways, if material.
Asset Acquisitions and Business Combinations, page F-13

11.      We note on page 77 that since 2018 you have invested over $1 billion
in 15 strategic
         acquisitions and partnerships with mobile app developers and for
technologies to enhance
         your Core Technologies. We note on page F-22 that in 2019 you acquired
certain
         intangible assets for $480.6 million. We also note on page 137 that
you describe the
         transaction underlying the issuance of the convertible note of $40
million in October and
         November 2020 as a strategic partnership with Athena FZE. Please
expand your
         accounting policy to address your accounting for the various
partnerships that you have
         entered into since 2018. Please describe the terms and rights of each
partner for all
         material investments that involve strategic partnerships and whether
there are related
         performance targets for the partnerships. Please also expand your MD&A
discussion on
         pages 86 and 89 accordingly.
 Herald Chen
FirstName LastNameHerald Chen
Applovin Corporation
Comapany31,
December  NameApplovin
              2020        Corporation
December
Page 4    31, 2020 Page 4
FirstName LastName
Intangible Assets, page F-14

12.      Refer to your disclosure in Risk Factors on page 22 that states that a
number of mobile
         apps that achieved early popularity have since seen their user bases
or user engagement
         levels decline. We also note on pages 95 and 99 that since 2018, 31 of
your games have
         ranked in the Top 10 Free Games overall, which implies a rather rapid
rise and decline of
         game popularity. Please expand your accounting policies for estimated
useful lives of
         intangible assets and impairment of long-lived assets to address how
you incorporate
         estimates of user bases or user engagement in your accounting
policies. Also, specifically
         address how these estimates impact the lives of virtual items when
recognizing Consumer
         Revenue.
Note 6. Commitments and Contingencies
Commitments, page F-19

13.      We note on page F-80 that Machine Zone has entered into a license
agreement that has
         been extended through December 2021. Please expand the disclosure of
commitments to
         disclose the future payments and expected future amortization as of
December 31, 2019
         totaling $35.3 million.
Note 7. Acquisitions, page F-20

14.      We note that you acquired PeopleFun on March 31, 2018 and in December
2018 amended
         the terms of the earn-out agreement. Since the amendment to the
earn-out agreement
         occurred during the twelve months following the acquisition, please
expand the disclosure
         to explain the reason you did not consider this change to be an
adjustment to the purchase
         price.
Note 10. Credit Agreement and Convertible Notes
Credit Agreement, page F-27

15.      We note on page 144 that the Amended Credit Agreement includes
Mandatory
         Prepayments. Please expand the disclosure of the Credit Agreement to
disclose these
         mandatory prepayments and the conditions that trigger such mandatory
prepayments.
Note 16. Income Taxes, page F-36

16.      Please expand the disclosure of the year end restructuring of the
foreign entity to explain
         the nature of the restructuring, the foreign jurisdiction that
included the restructured entity
         and more detail regarding the decrease in the deferred tax liability
in 2019.
Note 20. Subsequent Events, page F-42

17.      We note that the exit by the Company from one of the Machine Zone real
estate leases
         was effected contemporaneously with the closing of the acquisition.
Please expand the
         disclosure to explain why this was considered to be a separate
transaction and not
 Herald Chen
Applovin Corporation
December 31, 2020
Page 5
         accounted for in conjunction with the acquisition. Please tell us the
basis in ASC 805 for
         your accounting for this lease termination.
Financial Statements     Machine Zone, Inc.
Note 2 - Summary of Significant Accounting Policies
Liquidity, page F-66

18.      Please revise to clarify when Machine Zone, Inc. became a wholly-owned
subsidiary of
         Applovin.
Revenue Recognition, page F-70

19.      We note on page F-71 that the estimated average playing period
("EAPP") is estimated to
         be generally between six and nine months. We also note on page F-68
that Internal-Use
         Software Development Costs are amortized over an estimated useful life
of generally two
         to three years. Please explain in greater detail how you determine the
estimated useful life
         of game-related software and how that useful life relates to your
EAPP.
Unaudited Pro Forma Condensed Combined Statement of Operations, page F-101

20.      We note on page F-71 that Machine Zone, Inc. has recognized digital
advertising services
         on a gross basis as Machine Zone acted as a principal. Please provide
a note to the pro
         forma financial information detailing how the continuing revenue from
digital
         advertising services from previous Machine Zone customers will be
recorded following
         the acquisition.
General

21.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.



FirstName LastNameHerald Chen                                  Sincerely,
Comapany NameApplovin Corporation
                                                               Division of
Corporation Finance
December 31, 2020 Page 5                                       Office of
Technology
FirstName LastName